NEW YORK  When Salma Hayek, Antonio Banderas and Johnny Depp join director Robert Rodriguez for a morning chat in a hotel suite, they come across as old buddies who bonded during the rigorous boot-camp shoot for Once Upon a Time in Mexico.

Johnny Depp, Robert Rodriguez, Salma Hayek and Antonio Banderas are behind Once Upon a Time in Mexico.

It's been two years since the filming of the last in Rodriguez's El Mariachi trilogy in the Mexican resort town of San Miguel de Allende, but much has changed. This has been a charmed year for this quartet.

All quiet on the set

All quiet on the set Once Upon a Time in Mexico is rated R, but the set itself was rated G.

Banderas brought daughter Stella, now 6, along, and Rodriguez set up shop with his three sons, Rocket, Racer and Rebel, all under 8.

For Depp, leaving his 4-year-old daughter Lily-Rose to go south of the border wasn't an option. (He and Vanessa Paradis now have a son, Jack, 1, as well.) "They grow and you miss so much stuff," he says. "It's such a brief period of time that kiddies are kiddies before they begin to grow up. I don't want to miss a second of it."

But he didn't take any chances, reports Rodriguez. "I knew I'd get along with Johnny really well because he's as paranoid a dad as me," he says. "He brought bottled water because he didn't want his daughter to get sick. Guys cursed with imaginations can imagine the worst things happening to your children."

Depp, who plays corrupt CIA agent Sands in Once Upon a Time, has gone from the critical darling of edgy films to the star of a summer blockbuster family film, Pirates of the Caribbean: Curse of the Black Pearl. Hayek is enjoying the afterglow of a best-actress Oscar nomination for Frida. Banderas was nominated for a Tony for Nine: The Musical. And Rodriguez just wrapped his third successful Spy Kids movie with Spy Kids 3-D: Game Over.

Once Upon a Time in Mexico, which opens Friday, is a labor of love for the director/writer/cinematographer/composer who helped Banderas and Hayek to stardom with 1995's sequel Desperado.

Out of loyalty to Rodriguez, Hayek, who utters only one full line in the entire film, drove to the set to shoot her week's worth of scenes immediately after she wrapped Frida. Both she and Banderas signed on without seeing a finished script.

"I wouldn't have said yes to any director in those circumstances, but we started pumping in our careers when we did Desperado," says Banderas.

Hayek and Banderas did their own stunts for Once Upon a Time. She admits to a near-meltdown, which had nothing to do with spending three days swinging off a crane while chained to Banderas.

"That was very hard, but the singing gave me diarrhea," says the actress, 37, who ends the movie by crooning a tune penned by Rodriguez. "It's true."

A villain who loves pork

Rodriguez, 35, says he never planned to revisit the mythical guitar-playing gunman he introduced in 1993's El Mariachi, a $7,000 flick that was picked up by Columbia Pictures.

His final installment would have "to be epic in scope," but setting up an elaborate production isn't his style. So he waited for "technology to catch up" and shot his $29 million movie with high-definition digital cameras, which "free everyone up. You never have to call 'action,' so it feels like a rehearsal and you get a loose quality."

Rodriguez edited his movie, scored it and oversaw the special effects. He meticulously maps out the details, of his movies, such as his villain Sands' obsession with pork and proclivity for shooting the clueless cooks who make it.

"It's from my favorite Mexican restaurant in Austin, Fonda San Miguel," says Rodriguez, who lives in the Texas capital with his producer wife Elizabeth Avellan, their three sons (another baby is due this spring). "Their main dish is this flavored pork dish and it's so good, I thought, that's what Sands would be eating. The first character I wrote was Johnny Depp's."

Depp, 40, says he set out to make his ruthless, Broadway-loving secret agent "as disgusting as possible" by having him wear fanny packs, ugly sandals and T-shirts that read Cleavage Inspection Agency.

"Over the years, especially coming out of Hollywood, I've met and worked with people who were at their very base, at the very core of their existence, they're foul, they're monstrous," says Depp. "But somehow, there's a charm to them."

The sweet smell of success

Depp says morphing into a family-friendly movie star with Pirates of the Caribbean has been a new experience.

"I'm still in shock that my name is attached to a film that actually did well at the box office," muses Depp, who's shooting the thriller Secret Window in Montreal. "It's a new thing for me. Little kids come up to me now, and say, 'Captain Jack Sparrow!' Now, they're gonna go back and rent Fear and Loathing. I'll have little kids going, 'What is he huffing?' "

Even Rodriguez's nieces have become huge Depp fans, says the director, whose Spy Kids 3-D: Game Over passed the $100 million mark.

Closing out two trilogies has freed Rodriguez to work on other projects, including a thriller he's writing and hopes to start shooting this December.

What Hayek, who next stars in Robert Altman's art satire Ultraviolet, wants most is to relax. The Mexican actress, who has been spotted out and about with actor Josh Lucas, relishes redoing the garden in her Los Angeles home, cooking, sleeping late, playing with her dogs and swimming in her saltwater pool.

It's all thanks to Frida, the Kahlo biopic that earned her industry respect.

"When I was on vacation before, it was not really vacation," she says. "It was unemployment. Now, I know I have a couple of movies booked for the end of this year and next year. My priorities have changed. Before, it was about the career and now, the career has become life itself."

As for Banderas, who also appeared in Rodriguez's Spy Kids finale, it's been a banner year all around.

"It has made me think about the rest of my career, and I am now rejecting everything. I want to stop a little bit, think and do my work in a totally different way," he says. "I've had time to write a little bit, and I'd like to shoot again in Spain."

The Spanish actor's Broadway debut in Nine enabled him to spend the summer in New York with wife Melanie Griffith, who plays Roxie Hart in the musical Chicago, and their daughter, Stella.

As for Rodriguez, success hasn't gone to his head just yet. "You have to work for it, you know!" he says. "It should get harder, not easier."